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SmartEdge Plus - Terms & Conditions

1. Axis Securities Limited (ASL) is registered with SEBI as a Trading Member of NSE, BSE, MSEI, MCX & NCDEX with Regn. No.– INZ000161633 and as a Research Analyst with SEBI reg no. INH000000297. As a Stock broker, ASL shall provide incidental Research Services to its clients on new investment opportunities. These Services are provided under the SmartEdge Plus name. However, the final decision on the investment will be entirely that of the client. Under this service, the client shall handle his funds and take his own investment decisions based on the Research.
2. The Research team of ASL shall follow a disciplined process of fundamental and technical analysis on which Research service shall be based. ASL shall not decide on the type of instrument proportion of exposure and tenure of the investments. Such decisions are to be taken by the client. ASL shall exercise due care and diligence and act in accordance with standard and prevalent practice in rendering the service.
3. ASL cannot confirm or endorse any particular decision made by the client because ASL is not privy to all the other information that effective financial decision making requires. Client should consider his/her risk appetite/risk profile before making investment decisions
4. ASL shall follow the below approach towards providing services to the clients: The client shall pay the agreed fixed Subscription fees at the agreed times to ASL for availing the services as per Schedule of charges. If, for any reason, the payment towards subscription fees by electronic transfer or by cheque is not cleared, ASL shall have the right to discontinue to provide the service until such subscription fees are received in full. If payment is not received in full, ASL reserves the right to cancel the Services. The client confirms to make available sufficient funds in his linked Bank account towards subscription fees and hereby authorize ASL to debit the linked Axis Bank account to the extent of subscription fees payable. If ASL is not able to debit client’s linked Bank account for the entire fees payable by the client due to insufficient funds or any other reason, ASL will attempt to debit the linked Bank account daily upto 4 working days (including the date of placing the request) towards the subscription fees. If ASL fails to recover the fees from client’s linked bank account even after 4 working days, then the clients’ request for the service will get rejected.
5. While providing Services, ASL shall rely on the information that the client had provided to it during the account opening/ KYC process or that the client subsequently provide as part of the on-going process. ASL shall have no obligation to verify the information provided by the client during the fact find process, or to ask the client for updates on his personal circumstances. ASL does not confirm or represent that Services provided reflects client’s current state of financial capabilities or will predict client’s future state of financial capabilities. Once client provides consent to execute transactions based on Research ideas given (order for confirmation), the corresponding orders will be executed by ASL as a Stock broker, only if the client has signed up with ASL to avail its broking service. For all such broking transactions, ASL shall charge the client brokerage separately at the rates specifically agreed by the client. If the consent to order for confirmation is given by the client at the end of trading session, the orders may not be sent to Exchange by ASL broking division. Hence client is required to provide its consent before 3 pm to ensure that the orders are sent to Exchanges by ASL broking division.
6. The client is aware of the investment risks factors as set out below. ASL does not provide any guarantee or warranty (express or implied) as to the appreciation of the stocks covered in Research. ASL shall not be liable in case of depreciation in the value of the investments in which funds are invested by the client, or any indirect or consequent losses. Research ideas provided by ASL may not always be profitable for the client.
7. All investments involve a degree of risk. The value of investments and the income from them may go down, past performance is no indicator of future performance and therefore the client may get back less than the amount invested.
8. ASL shall not be liable for any loss or damage except for gross and willful negligence on part of ASL while rendering Services. The client shall keep ASL indemnified against any claims or losses arising to ASL in rendering the services to client. In no event will ASL’s and/or its representatives total liability to the client for any and all claims or damages under this service for any cause whatsoever (including negligence) exceed the total amount of subscription fees paid by the client for that particular year.
9. No liability shall result against ASL from delay in performance or from non-performance caused by circumstances beyond the control of ASL, including but not limited to act of God, fire, flood, explosion, war, theft, action or request of government authority, accident, power / equipment failure etc.
10. The client shall be liable without limitation, in the event of any breach of the Terms & Conditions.
11. If the client has any complaint with respect to the Services provided by ASL, he/she shall refer the same in writing to ASL by sending an email on customer.grievance@axisdirect.in. On receipt of the complaint, ASL shall use best efforts to resolve the complaint within 30 days.
12. ASL is the licensor of patent, trade, copyright, trade mark, design or other rights of the material provided on its website. The client shall not copy or register any of ASL’s Intellectual Property Rights. The client shall not sell or redistribute any Intellectual Property rights of ASL. The client shall not modify, publish, copy, or reproduce any Intellectual Property rights, except as required lawfully. The client shall not reverse compile Intellectual Property rights of ASL.
13. The facility to provide these incidental Research Services can be terminated:-
    • By mutual consent of the client and ASL;
    • In the event that the laws or regulations of India at any time be or become such that this service cannot be continued, enforced or performed according to its terms subject to a reasonable notice period;
    • In the event that any Statutory or Government license or permission or registration is withdrawn, cancelled, or nullified or restricted causing the service to be inoperative.
    • Upon insolvency, bankruptcy, dissolution or liquidation of ASL or the Client;
    • The termination or purported termination of this service shall be without prejudice to any claim or right of action previously accrued to any party hereto against the other party hereto.

ASL and Client shall be entitled to terminate this service by giving 30 days notice in writing, provided that the Client shall not be relieved of the Client’s obligations hereunder, notwithstanding such termination, incurred prior to the date on which such termination shall become effective. In the event of insolvency, dissolution or winding up of the Client, upon receipt of notice, in writing of such an event, the service shall be terminated immediately by ASL.

If at any time, the Client fails to perform his/her obligations under these Terms & Conditions and/or commits breach of its representations and/or warranties and/or undertakings and/or covenants and/or obligations, ASL shall have the right to give written notice to the Client setting forth the breach of obligations. Unless within reasonable time after the giving of such notice, the breach is cured or steps have been taken in good faith and/or being carried out with due diligence to cure the same, ASL may terminate this service.

Neither party shall disclose to any persons, firm, company or institution whatsoever (except with the authority of other party or except as required by laws, or unless ordered to do so by a court of competent jurisdiction or any regulatory authority) any information relating to the business, investment, finances or other matters of a confidential nature of any other party.

Subject to prior written intimation to the Client, ASL may assign its rights or obligations hereunder to any other company, person, firm or institution acceptable and approved by SEBI by executing an instrument in writing whereby it shall assume the obligations of ASL hereunder and agree to be bound by the provisions hereof, or to become the successor to ASL hereunder and thereafter such assignee/ successor may exercise all of the powers and enjoy all of the rights and be subject to all the duties and obligations of ASL.

ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO NRI

In the event of the Client being a non-resident Indian (“NRI”) (as defined in the Foreign Exchange Management Act, 1999): The Client warrants and represents that the Client has obtained all relevant exchange control permissions required for the purpose of availing the Services and transacting in Indian secondary market, hereunder (including without limitation approvals required from the RBI). The Client shall adhere with all requirements of all exchange control regulations applicable to the Client in this regard.

1. In the event of any change in the status of the Client, the Client shall forthwith inform ASL of the same.
2. All communications / intimations by the Client to ASL shall be accompanied by the requisite approvals from RBI and/or any other regulatory authorities.
3. ASL shall not be liable for any loss caused to the Client as a consequence of any delay of RBI or any other regulatory authority.
4. The Client shall indemnify ASL for the consequences that ASL may suffer due to any non–compliance by the Client with any regulatory requirements.
5. Without prejudice to the other provisions contained hereinabove, in all dealings with the Client, ASL shall be entitled to presume (without being bound to) that the Client has obtained all necessary approvals pursuant to the applicable exchange control regulations.

SUBSCRIPTION FEES:

1. Subscription fees for the Services under SmartEdge Plus is Rs.4999 per annum. The said fees will be valid for the term of 1 (One) year. GST @18% will be applicable on subscription fees. Subscription fees and GST will be debited from the client ledger as per the consent received from the client. The fee is subject to change from time to time with prior notice to client by ASL. This fee is over and above the brokerage charges, if any, payable by the client to ASL. The overall fee & charges will be capped at a maximum of 2.5%
2. Yearly Renewal - The Subscription fees will be charged on renewal date. The fees will be debited from client ledger.

RISK FACTORS

• Price Volatility Risk: Equity markets can show large fluctuations in price, even in short periods of time. Client should be aware of this and only invest in equity or equity linked products if their investment term is long enough to support these large price movements.
• Liquidity risk: This risk takes care of the ease at which the portfolio can be liquidated. Investments in shares having good transacted volumes on Exchanges, high market capitalization, etc. addresses this risk.
• Concentration Risk: This looks into the risk arising out of improper diversification. Concentration of the portfolio into specific sectors only indicates high risk. Any event affecting the specific sector will have a tremendous impact on the concentrated portfolio.
• It is important to note that the capital value of, and income from, any investment may go down as well as up and the client may not get back the full amount invested
• Portfolios with a single sector focus will typically be more volatile than portfolios that invest broadly across markets.
• Smaller Company Risk – Stocks of Small companies may be less liquid than larger companies and therefore price movements in securities of smaller companies may be more volatile and involve greater risk.

EMAIL INDEMNITY - E-mail Id for the Client as registered with KRA and/or provided in application form or subsequently informed to ASL shall be used for sending reports/communication to the Client. In case there is change in the E-mail Id, Client shall intimate/notify the same in writing to ASL. The client understands that communication sent via email, Internet or any other method over public lines is not encrypted, and these transmission methods are therefore not secure means of transmission of information. The client agrees to exempt ASL from any and/or all responsibility of any misuse of communication, and holds ASL harmless for any cost or loss incurred due to any error, delay or problem in transmission or otherwise caused by email, Internet or any method over public lines as a means of transmission, not attributable to any act or omission by ASL.

LIABILITY OF ASL:

Client understands that price performance of stocks provided by ASL to client as Research ideas is subject to various market, currency, economic, political and business risks, and that client’s investment decisions based on such Research ideas may not always be profitable.

1. The Client expressly agrees and undertakes not to hold ASL liable, financially or otherwise, in respect of the aforesaid under any circumstances whatsoever.
2. Without prejudice to the right of indemnity available to ASL under any law, the Client agrees to indemnify and hold ASL harmless to the full extent against: any and all lawful claims, losses, damages, liabilities, costs and expenses as incurred in connection with investigation of, preparation for and defense of any pending or threatened claim and any litigation or other proceeding arising out of or related to any actual or proposed acts done or not done or the ASL’s engagement hereunder.
3. ASL shall not be under any liability on account of anything done or omitted to be done in good faith by the client and/or anything suffered by the Client in pursuance of any service provided by ASL or action done by ASL under instructions from the client.

ASL is only responsible for providing Research ideas to the Client. The Client may, at his/her sole discretion, decide to act or not act on the service so received.

These Terms & Conditions will be governed by the rules and regulations as are or may be framed/issued by the Central Government, SEBI and/or any other competent authority, from time to time and any disputes arising herein shall be subject to the exclusive jurisdiction of the Courts of Mumbai and shall be referred to arbitration in accordance with and subject to the provision of the Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment thereof for the time being in force. Such Arbitration proceedings shall be held at Mumbai and the language of Arbitration will be English. The resolution of dispute can also be through Ombudsman authorized or appointed for the purpose by any regulatory authority, as applicable.

ASL may from time to time amend these Terms & Conditions if required, for complying with any change in statute, regulation or with the requirements of any competent authority or if required under its corporate/business policies. In case the Client continues to deal with ASL subsequent to the intimation of such changes, it shall be deemed that the Client is agreeable to the amendment(s) and will not be disputed at any point of time by the client.

CLIENT’S DECLARATION

DISCLOSURES:

• Axis Securities Limited (ASL) is a wholly owned subsidiary company of Axis Bank Ltd. The company was originally incorporated as ENAM Securities Direct Private Limited on 21st July 2006 as wholly owned subsidiary of ENAM Securities Private Limited. The company is Member of National Stock Exchange of India Limited (NSE), BSE Limited (BSE), Metropolitan Stock Exchange of India Limited (MSEI), Multi Commodity Exchange of India Ltd, National Commodities and Derivatives Exchange Limited and is a Depository Participant of Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL).
• Under a Scheme of Arrangement of Demerger (“Scheme of Arrangement”) approved by the Hon’ble High Court of Judicature at Bombay, the existing sales and securities businesses of Axis Capital Limited (formerly Axis Securities and Sales Limited) got demerged into ASL w.e.f. 25-05-2013.
• ASL is presently also engaged in providing Investment Advisory services apart from stock/commodity broking services on BSE, NSE, MCX and NCDEX. The company is also offering Depository participant services and is registered with CDSL and NSDL. The company is AMFI registered mutual fund distributor. The company is also a Composite Corporate agent of Life & General insurance for Max Life and Tata AIG respectively. The Portfolio Management Business of Axis Bank Ltd. was transferred to Axis Securities Limited on 17-08-17.
• There are no major instances of non-compliance by ASL, and no penalties and strictures imposed by Stock Exchanges and SEBI/other statutory authorities, on any matter related to Capital markets during the last three years (as on 31-12-2020) other than the following:
• SEBI had conducted investigation in the scrip of M/s Shanthi Gears Ltd. for the period March 23, 2012 to December 31, 2012. In this regard, SEBI had issued to ASL Administrative warning vide their letter dated 30-07-18. These transactions were executed when the stock broking business was in the name of ENAM Securities Direct Private Limited.
• A regular inspection was conducted by National Stock Exchange of India (NSE) of ASL’s Stock broking operations. NSE vide their letter dated 10-03-17 issued a warning to ASL.
• A regular inspection was conducted by SEBI, BSE, CDSL and National Stock Exchange of India (NSE) of ASL’s Stock broking & DP operations in 2018. BSE issued an advisory & warning letter to ASL for operational issues observed during the inspection.
• Disclosure on distribution or execution services in respect of the products or securities: ASL receives brokerage for its stock broking transactions and also receives commission as a Mutual fund (MF) distributor.
• ASL does not do any proprietary trading hence there is no disclosure of holding or position, if any, in the securities which are subject matter of Research.
• ASL shall endeavor to disclose from time to time any actual or potential conflicts of interest arising from any connection to or association with any issuer of products/ securities.
• ASL shall endeavor to make from time to time adequate disclosure, if any, of all material facts relating to the key features of the products or securities.
• ASL may rely on the expertise of third party analysis. Also, different Products / offerings of ASL have different objectives, themes and goals and differing investment terms /periods. Hence, the client agrees that there is a possibility of differing views / recommendations on the same stock/ security under different Products / offerings subscribed / availed by the client with ASL.

BROKING SERVICES

The client is aware that the Research department of ASL is independent of its execution function / department, and execution of the transactions pursuant receipt of Research ideas can be done by the clients through any other Intermediary of client’s choice. However, the client may voluntarily opt to execute through ASL trading sub – account for the convenience of end to end services, and to enable the client to more effectively manage and monitor / track the investments

I/We hereby accept to the above terms and conditions and agree to abide by it. Also I/ we have taken note of above disclosures.